# Joint Work Statement (JWS) — ATLAS as a Fusion / Decision-Support Layer **Template for a Cooperative Research and Development Agreement under 15 U.S.C. § 3710a.** This document contains TWO versions of the same Joint Work Statement: 1. **One-page wedge** (immediately below) — the signature-ready short form designed to fit on one printed page. This is what you hand the Technology Transfer office at the first scoping call. Most T2 offices prefer to start a CRADA conversation from a one-pager and let counsel expand it. Targets a 6-8 week window from first contact to executed agreement. 2. **Full template (Annex A)** — the long-form clauses (statement of work detail, IP, FOIA, publication review, dispute resolution, signatures) that lab counsel will fold in once the wedge is approved. Provided so the lab does not have to invent the boilerplate from scratch and so the industry partner is not surprised by what gets added. Replace every bracketed `[...]` field before signature. Have your own counsel review IP and FOIA terms; this reflects standard CRADA practice under DoDI 5535.13 (DoD T2 program) and OSTP M-99-04 (federal-wide T2 guidance) but is not legal advice. --- # ONE-PAGE WEDGE — JWS SHORT FORM **Joint Work Statement under 15 U.S.C. § 3710a — SHIELD/ATLAS as Fusion / Decision-Support Layer for [Lab Name] Exercise [Exercise Name or "Next Available"]** **Parties.** Federal Laboratory: [Lab name and ORTA POC]. Industry Partner: Innovative Solutions and Services LLC (ISS LLC), CAGE 9VKK3, UEI C7YDV3P8EHL7, SDVOSB-pending; Principal Investigator Dr. Terry Flood. **Authority.** 15 U.S.C. § 3710a (Federal Technology Transfer Act). Not a procurement; FAR / DFARS do not apply; no funds transfer (§ 3710a(d)(1)). **Period of Performance.** Twenty-four (24) months from last signature. **Objective.** Evaluate ATLAS as an unclassified fusion / decision-support layer for [one-line lab capability gap, e.g., "AFRL/RI multi-domain sensemaking" or "NIST PSCR IPAWS / HSIN profile testing"], inside one lab-scheduled exercise window, producing a co-authored Joint Test Report (JTR) suitable to support a follow-on Prototype OTA, SBIR Phase III sole-source action, or Commercial Solutions Opening award. **Scope (in).** ATLAS module suite at unclassified level: CAP / IPAWS authoring, HSIN-CAP staging, ICS-209 / WebEOC Fusion outbound, ESF router + Resource Request Form generator, FIRMS / GOES-R / NOAA HMS fire fusion + WFDSS-shaped export. Lab-provided synthetic / exercise-only data feeds. Lab-instrumented evaluation per criteria agreed in Task 1. **Scope (out).** Live IPAWS-OPEN submission. Live HSIN-Connect publishing. Live WebEOC writes. Live WFDSS pushes. Classified, ITAR, or CUI//SP-PROCURE data. AI authoring of ballistic numbers. Lethal effects without human-in-loop. Any claim of FedRAMP, IL-5, FIPS 140-3, CAC, SIPRNET, or ATO authorities (none held). **Contributions.** Lab: in-kind personnel time, facility access, exercise data feeds, evaluation instrumentation. Industry: ATLAS software access at no cost, PI time, integration support, operator training. No funds change hands either direction. **Milestones.** M3 Integration Plan signed. M9 Lab evaluation environment configured. M9-15 Exercise participation + report. M21 Joint Test Report. M24 Transition Plan. **IP.** Background IP retained by each party (not licensed by entry). Industry has first option to elect title on Subject Inventions per § 3710a(b)(1); Government receives a non-exclusive, irrevocable, paid-up Government-use license per § 3710a(b)(1)(A). Industry has 12-month first option to negotiate an exclusive commercial license in field of use: civil emergency management, DSCA, and unclassified counter-UAS decision support. **Data Rights / FOIA.** Industry research and prototype performance data protected from FOIA disclosure for up to five (5) years under 15 U.S.C. § 3710a(c)(7)(B). Trade secret information protected under 5 U.S.C. § 552(b)(4). Deliberative material protected under 5 U.S.C. § 552(b)(5). Joint Test Report release is by mutual written agreement. **Termination.** Either party, sixty (60) days written notice, no cause required. **Annex A** (full clauses, attached): Statement of Work detail, expanded IP terms, publication review (60-day notice), export-control disclosures, liability allocation, dispute resolution, signature blocks. **For the Federal Laboratory:** _______________________________ Date: ____ **For ISS LLC (Dr. Terry Flood, Principal):** _________________ Date: ____ --- # ANNEX A — FULL TEMPLATE (long-form clauses) What follows is the full long-form template that lab counsel typically expands the one-page wedge into. The same statutory cites and hard-rule disclosures appear in both forms; the long-form just spells out the SoW tasks, IP language, FOIA, publication review, liability, dispute resolution, and signatures in the structure most CRADA offices already use. ## 1. Parties - **Federal Laboratory:** [Lab name, e.g., Air Force Research Laboratory, Information Directorate (AFRL/RI), Rome, NY] Statutory ORTA: [Office of Research and Technology Applications, lab POC] - **Industry Partner:** Innovative Solutions and Services, LLC (ISS LLC) - Trade name in use: SHIELD/ATLAS - Principal: Dr. Terry Flood - CAGE: 9VKK3 - UEI: C7YDV3P8EHL7 - Socio-economic status: SDVOSB-pending (disclosed; not yet verified) ## 2. Statutory Authority This Cooperative Research and Development Agreement ("CRADA") is entered into under the authority of the Federal Technology Transfer Act of 1986, codified at 15 U.S.C. § 3710a, as amended. The agreement is NOT a procurement contract and is NOT subject to the Federal Acquisition Regulation (FAR) or the Defense Federal Acquisition Regulation Supplement (DFARS). Because no procurement is taking place, the federal procurement competition statutes (codified for civilian agencies at 41 U.S.C. § 3301 et seq. and for the Department of Defense at 10 U.S.C. § 3201 et seq.) do not apply. ## 3. Period of Performance Twenty-four (24) months from the effective date of last signature, with option to extend by mutual written agreement up to a total of sixty (60) months. Earliest scheduled lab exercise within the period of performance will serve as the integration milestone (see § 7). ## 4. Background and Objective ATLAS is a deployed civil-emergency and defense decision-support layer that fuses multiple federal data sources (FEMA IPAWS-CAP, DHS HSIN, USDA/NIFC WFDSS-shaped fire data, CISA Community Lifelines, FIRMS / GOES-R / NOAA HMS fire detections, ESF-routed Resource Request Forms, and Juvare WebEOC Fusion-shaped ICS-209 records) and emits decision-support outputs to the ICS echelons that own the response. ATLAS does NOT replace any federal system of record. ATLAS authors compliant inputs to the systems federal partners already operate. The Laboratory has identified the following capability gap that ATLAS may help address: [one-paragraph gap statement in the lab's own language; e.g., "AFRL/RI's Multi-Domain Sensemaking portfolio requires a non-monolithic fusion layer that can ingest civil and federal emergency feeds at the unclassified level for joint civil-military exercise scenarios."] The objective of this CRADA is to evaluate ATLAS as that fusion layer inside a Lab-instrumented exercise environment and produce a joint test report sufficient to support a follow-on Prototype Other Transaction Authority (OTA) award, an SBIR Phase II / III sole-source action, or a Commercial Solutions Opening (CSO) award. ## 5. Statement of Work ### Task 1 — Integration Planning (Months 0-3) - Joint architecture review: ATLAS module manifest at `/api/fema/manifest` mapped against the Lab's exercise architecture. - Identification of in-scope unclassified data feeds the Lab will provide during the exercise (e.g., simulated CAP feeds, simulated WebEOC inbound boards, simulated CoT/TAK feeds). - Definition of evaluation criteria with the Lab's instrumented metrics (latency, fusion accuracy, operator-observed false-positive rate). ### Task 2 — Lab-Hosted Integration (Months 3-9) - ATLAS deployed as an unclassified evaluation instance on Lab-provided unclassified compute, OR as a standalone instance accessed by Lab evaluators over a Lab-controlled network segment. No production ATLAS infrastructure is used. - Lab-provided synthetic / exercise-only data feeds connected to ATLAS ingest endpoints. - Honest disclosures preserved: ATLAS does not, during this CRADA, submit to live IPAWS-OPEN, push to live HSIN-Connect, or write to a live WebEOC instance. All targets are lab simulators. ### Task 3 — Exercise Participation (Months 9-15) - ATLAS participates in [one Lab-scheduled exercise; name + estimated date if known, else "the next Lab-scheduled multi-organization exercise in the period of performance"]. - Lab evaluators operate ATLAS through its existing operator surfaces (`/fema-cap-author`, `/fema-webeoc`, `/fema-hsin`, `/fema-esf`, `/fema-fire-fusion`, `/fema-tak-bridge-deck`). - Lab instruments performance per § 5 Task 1 evaluation criteria. ### Task 4 — Joint Test Report (Months 15-21) - Co-authored Joint Test Report covering: integration approach, data feeds used, evaluation criteria, observed performance, gap analysis, recommendations for follow-on prototype work. - Industry Partner provides honest gap statement on what ATLAS could not do, what it would need to do at scale, and what statutory authorities (FedRAMP, IL-5, FIPS, ATO, IPAWS-OPEN COG, HSIN sponsor) would be required for production transition. ### Task 5 — Transition Planning (Months 21-24) - Joint identification of follow-on contract vehicle (SBIR Phase III, Prototype OTA, CSO, FAR-based contract) and the receiving Capability Portfolio Executive (CPE) or program office. - No commitment to award; this is planning support only. ## 6. Contributions ### 6.1 Federal Laboratory contributions (in-kind, non-monetary) - Lab personnel time: estimated [N] hours of lab scientist / engineer time across the period of performance. - Lab facility access: [name the facility, e.g., "AFRL/RI's Multi-Sensor Exploitation Lab in Rome, NY"]. - Lab-controlled exercise data feeds: [list the simulated feeds the lab will stand up]. - Subject-matter expert review of ATLAS outputs against the Lab's evaluation criteria. - The Laboratory does NOT transfer funds to the Industry Partner. The CRADA statute prohibits this. (15 U.S.C. § 3710a(d)(1).) ### 6.2 Industry Partner contributions (in-kind, non-monetary) - ATLAS software access for the duration of the period of performance, at no cost to the Government, for evaluation and exercise use. - Technical Principal Investigator time: Dr. Terry Flood, estimated [N] hours across the period of performance. - Integration support: configuration of ATLAS ingest and emit endpoints to Lab-provided test feeds. - Operator training: one (1) virtual training session for Lab evaluators on the ATLAS operator surfaces. - All ATLAS-side hosting, compute, and bandwidth costs. ### 6.3 No funds transfer Neither party will transfer monetary funds to the other under this agreement. The Industry Partner may, at its sole election, fund additional Lab personnel time under a separate funds-in agreement pursuant to 15 U.S.C. § 3710a(b)(3)(B); no such commitment is made under this CRADA. ## 7. Deliverables | # | Deliverable | Owner | Due | |---|---|---|---| | D1 | Integration Plan | Joint | Month 3 | | D2 | Lab-instance evaluation environment configured | Industry | Month 9 | | D3 | Exercise participation report | Joint | Within 60 days of exercise | | D4 | Joint Test Report | Joint | Month 21 | | D5 | Transition Plan | Joint | Month 24 | ## 8. Intellectual Property ### 8.1 Background IP Each party retains ownership of all IP brought to the CRADA. ATLAS source code, model weights, designs, and trade secrets in existence at the effective date are Industry Partner background IP. Lab data feeds, instrumentation, and pre-existing analytical models are Lab background IP. Background IP is NOT licensed by entry into this CRADA. ### 8.2 Subject Inventions (jointly developed) For inventions conceived or first actually reduced to practice in the performance of this CRADA: - The Industry Partner has the first option to elect title pursuant to 15 U.S.C. § 3710a(b)(1). - The Government receives a non-exclusive, non-transferable, irrevocable, paid-up license to practice the invention for or on behalf of the United States Government, pursuant to 15 U.S.C. § 3710a(b)(1)(A). This license is for Government use only and does NOT extend to commercial use by Government contractors except as required to deliver a service to the Government. ### 8.3 Industry Partner background IP improvements Improvements made by the Industry Partner to its own background IP during performance of this CRADA remain Industry Partner property, licensed to the Government on the same Government-use terms as § 8.2. ### 8.4 First option for exclusive license The Industry Partner has the right of first option to negotiate an exclusive license, in a defined field of use, on any Subject Invention to which the Lab takes title. Field of use definition: [civil emergency management, defense support to civil authorities, and counter-UAS decision support at unclassified levels]. This option must be exercised within twelve (12) months of disclosure of the invention. ## 9. Data Rights and FOIA - Industry Partner research data, software, and prototype performance data developed under this CRADA are protected from disclosure under the Freedom of Information Act for a period of up to five (5) years from the date of development, pursuant to 15 U.S.C. § 3710a(c)(7)(B). - Trade secret and commercial-confidential information is additionally protected under FOIA Exemption 4 (5 U.S.C. § 552(b)(4)). - Inter- and intra-agency deliberative material is protected under FOIA Exemption 5 (5 U.S.C. § 552(b)(5)). - The Joint Test Report (D4) will be reviewed by both parties prior to any release; release is subject to mutual written agreement. ## 10. Publication Review Either party intending to publish (academic paper, conference presentation, press release, marketing collateral) any result of the CRADA must provide the other party sixty (60) days' written notice for review and comment prior to publication. Review is for protection of patentable subject matter and trade secrets, not for editorial control. ## 11. Export Control and Information Security - All work performed under this CRADA is at the Unclassified level. - No work performed under this CRADA shall require access to Classified National Security Information (E.O. 13526), Sensitive Compartmented Information (ICD 703), Controlled Unclassified Information at the CUI//SP-PROCURE category, or any International Traffic in Arms Regulation (ITAR) controlled technical data. - ATLAS does not hold a FedRAMP authorization, an Impact Level 5 PA, a FIPS 140-3 cryptographic module validation, or an ATO. The Lab acknowledges these limitations and confirms that the lab evaluation environment does not require any of these authorities. ## 12. Hard Project Rules (Industry Partner) The Industry Partner operates ATLAS under the following standing rules that apply to all government engagements, and that the Lab acknowledges: - ATLAS does not author ballistic numbers via AI. Lethal calls remain in a human-in-loop pathway at all times. - ATLAS does not impersonate a federal originator on any system of record. ATLAS authors compliant inputs that an authorized originator submits. - ATLAS does not claim FedRAMP, IL-5, FIPS, CAC, SIPRNET, or ATO status it does not hold. Module-level honesty disclosures are preserved in operator-facing surfaces. ## 13. Liability Each party shall be liable for the acts and omissions of its own employees and agents. Neither party assumes responsibility for the acts or omissions of the other. The United States is not liable for any consequential, indirect, or punitive damages. ## 14. Term, Termination, and Modification - Effective on the date of last signature. - Either party may terminate without cause upon sixty (60) days' written notice. Either party may terminate for cause upon thirty (30) days' written notice with opportunity to cure. - Modifications must be in writing and signed by both parties. ## 15. Dispute Resolution The parties shall attempt to resolve disputes informally through their respective Principal Investigators. Unresolved disputes escalate to the Lab Director and the Industry Partner Principal, then to non-binding mediation if necessary. Litigation is the path of last resort. ## 16. Points of Contact | Role | Federal Laboratory | Industry Partner | |---|---|---| | Principal Investigator | [Name, title, email] | Dr. Terry Flood, Principal, ISS LLC | | Technology Transfer / ORTA | [ORTA POC, email] | Dr. Terry Flood (sole proprietor LLC) | | Counsel | [Lab counsel, email] | [Industry counsel, email] | | Contracting / Agreements | [Agreements officer, email] | [If applicable] | ## 17. Signatures **For the Federal Laboratory:** Name: _______________________________ Title: _______________________________ Signature: ___________________________ Date: ________________________________ **For the Industry Partner (ISS LLC):** Name: Dr. Terry Flood Title: Principal Signature: ___________________________ Date: ________________________________ --- ## Appendix A — ATLAS Module Manifest (reference) The following ATLAS modules are available to the Laboratory for the duration of this CRADA. Each module exposes a public operator surface and a documented HTTP API. Honesty disclosures attach at the module level. 1. **CAP / IPAWS Authoring** — `/fema-cap-author` APIs: `/api/cap/{event-codes,sample/:scenario,compose,validate}` Honesty: Compliant CAP 1.2 + IPAWS profile output. Live IPAWS-OPEN submission requires a FEMA-designated COG. 2. **WebEOC ICS-209 + Fusion Outbound** — `/fema-webeoc` APIs: `/api/webeoc/{ics209/template,ics209,fusion-export}` Honesty: ICS-209-shaped record (Blocks 1-11, 21-24, 28, 39, 40). Field mapping validated against the customer's WebEOC instance during integration. 3. **HSIN-CAP Outbox** — `/fema-hsin` APIs: `/api/hsin/{manifest,outbox,outbox/:id,publish}` (publish and outbox reads are header-only `X-Admin-Secret` gated; fail-closed when the secret is unset). Honesty: Stages HSIN-CAP-profile messages. A sponsored DHS HSIN administrator subscribes to the manifest URLs to complete the federation. 4. **ESF Router + RRF Generator** — `/fema-esf` APIs: `/api/esf/{catalog,route,rrf}` Honesty: Produces FEMA-style Resource Request Form documents. The JFO Resource Unit Leader moves them through WebEOC. 5. **FIRMS + GOES + HMS Fire Fusion + WFDSS Export** — `/fema-fire-fusion` APIs: `/api/fire-fusion/{sources,detections,wfdss-export}` Honesty: Fuses three public feeds. Direct WFDSS API push requires USDA/NIFC sponsored credentials. Module manifest endpoint: `/api/fema/manifest`. Capability deck: `/fema-tak-bridge-deck`.